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Organization
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Jun. 30, 2011
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| Organization |
NeuMedia,
Inc. (“we”, “us”, “our”, the
“Company” or “NeuMedia”), formerly Mandalay
Media, Inc. (“Mandalay Media”) and formerly Mediavest,
Inc. (“Mediavest”), was originally incorporated in the
state of Delaware on November 6, 1998 under the name eB2B Commerce,
Inc. On April 27, 2000, it merged into DynamicWeb Enterprises Inc.,
a New Jersey corporation, the surviving company, and changed its
name to eB2B Commerce, Inc. On April 13, 2005, the Company changed
its name to Mediavest, Inc. Through January 26, 2005,
the Company and its former subsidiaries were engaged in providing
business-to-business transaction management services designed to
simplify trading between buyers and suppliers. The Company was
inactive from January 26, 2005 until its merger with Twistbox
Entertainment, Inc., February 12, 2008 (Note 7). On
September 14, 2007, Mediavest was re-incorporated in the state of
Delaware as Mandalay Media, Inc. On May 11, 2010,
Mandalay Media merged into its wholly-owned, newly formed
subsidiary, NeuMedia Inc. (“NeuMedia”), with NeuMedia
as the surviving corporation. NeuMedia issued: (1) one new share of
common stock in exchange for each share of Mandalay
Media’s outstanding common stock and (2) one new share of
preferred stock in exchange for each share of Mandalay
Media’s outstanding preferred stock as of May 11, 2010.
NeuMedia’s preferred and common stock had the same
status and par value as the respective stock of Mandalay Media and
NeuMedia acceded to all the rights, acquired all the assets and
assumed all of the liabilities of Mandalay Media.
Twistbox
is a global publisher and distributor of branded entertainment
content and services primarily focused on enabling the development,
distribution and billing of content across mobile
networks. Twistbox publishes and distributes its content
in a number of countries. Since operations began in
2003, Twistbox has developed an intellectual property portfolio
that includes mobile rights to global brands and content from film,
television and lifestyle media companies. Twistbox has built a
proprietary mobile publishing platform that includes: tools that
automate device management for the distribution and billing of
images and video; a mobile games development and distribution
platform that automates the porting of mobile games and
applications to multiple handsets; and a content standards and
ratings system globally adopted by major wireless carriers to
assist with the responsible deployment of age-verified
content. Twistbox has distribution and service
agreements with many of the largest mobile operators in the
world.
Twistbox
is headquartered in the Los Angeles area and has offices in Europe
and South America that provide local sales and marketing support
for both mobile operators and third party distribution in their
respective regions.
On
October 23, 2008 the Company completed an acquisition of 100% of
the issued and outstanding share capital of AMV Holding Limited, a
United Kingdom private limited company (“AMV”), and 80%
of the issued and outstanding share capital of Fierce Media Ltd
(“Fierce”).
AMV
is a leading mobile media and marketing company delivering games
and lifestyle content directly to consumers in the United Kingdom,
Australia, South Africa and various other European countries. AMV
markets its well established branded services through a unique
Customer Relationship Management platform that drives revenue
through mobile internet, print and TV advertising. AMV is
headquartered in Marlow, outside of London in the United
Kingdom.
On
May 10, 2010, an administrator was appointed over AMV in the UK, at
the request of the Company’s senior debt holder. As from that
date, AMV and its subsidiaries are considered to be a
discontinued operation. AMV and its subsidiaries were subsequently
disposed, as set out in Note 8 below.
On
June 21, 2010, the Company signed and closed an agreement whereby
ValueAct and the AMV Founders, acting through a newly formed
company, acquired the operating subsidiaries of AMV (the
“Assets”) in exchange for the release of $23,231 of
secured indebtedness, comprising of a release of all amounts due
and payable under the AMV Note and all of the amounts due and
payable under the ValueAct Note (as defined below) except for
$3,500 in principal. The Company retained all assets and
liabilities of Twistbox and the Company other than the Assets. See
Note 8 for further discussion regarding the discontinued
operations.
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